Dilutive Financing definition

Dilutive Financing means any issue, or for the purposes of Section 2.06(3) any deemed issue, of Securities by Anooraq to a person other than the Vendor which results in a reduction, determined on a fully diluted basis, of the percentage which the Current Shareholding represents of Anooraq’s aggregate issued and outstanding share capital;
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Dilutive Financing means the consummation of an equity investment in the Company in a private transaction without registration under the Act in which the Company issues or sells, or is, in accordance with Section 4.2(d)(iv)(A) through 4.2(d)(iv)(G) of the Certificate of Incorporation, deemed to have issued or sold, any Common Stock for a consideration per share less than the Dilutive Share Price in effect immediately prior to the time of such issue or sale, other than as provided in Section 4.2(d)(iv)(C) or Section 4.2(d)(v) of the Certificate of Incorporation.
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Dilutive Financing means any issuance or deemed ------------------ issuance of Additional Shares of Common Stock after the Series C Original Issue Date for a consideration per share less than the applicable Series A, Series B or Series C Conversion Price in effect on the date of and immediately prior to such sale.
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Examples of Dilutive Financing in a sentence

  • The Company shall not consummate any transaction that constitutes a Dilutive Financing unless and until it has authorized and unissued Common Stock sufficient to fulfill all its obligations hereunder.

  • Furthermore, the Company shall not effectuate a Dilutive Financing if that Dilutive Financing would cause the Purchase Price of the Warrant Stock to be issued hereunder to be less than the aggregate par value of the Warrant Stock.

  • Each time the Corporation proposes to consummate a Dilutive Financing, it shall give each holder of Series Preferred Stock a written notice (the “ Issuance Notice”) of its proposed Dilutive Financing, describing the general terms of the proposed Dilutive Financing, including the price and terms of such Dilutive Financing and each Series Preferred Stock holder’s Pro-Rata Portion.

  • Upon the occurrence of a Dilutive Financing, the Company shall notify in writing (the "Dilutive Financing Notice") the holder hereof (the "Holder"), of the number of shares of Warrant Stock for which this Warrant is exercisable, together with the Expiration Date by which this Warrant must be exercised.

  • In the event that a Participating Investor purchases some, but not all of its Pro-Rata Portion of the Dilutive Financing, the Non-participating Portion of such Participating Investor’s Series Preferred Stock shall, automatically and without any further action on the part of such holder, be converted into shares of Common Stock at the applicable Conversion Price that was in effect for the shares of Series Preferred Stock held by such holder immediately prior to the Dilutive Financing.

  • If the Corporation does not receive a Participation Response Notice from a holder of Series Preferred Stock within such fourteen (14) day period, such holder shall be deemed to be a Non-participating Investor with respect to such Dilutive Financing.

  • If the aggregate consideration received or deemed received by the Corporation (as calculated in accordance with Section (6)(c)(ii) below, the "Proceeds") in respect of the Potentially Dilutive Financing, together with the Proceeds received or deemed received by the Corporation in respect of any such prior Potentially Dilutive Financing(s) (collectively, the "Dilutive Transactions"), is less than or equal to $5,000,000, no adjustment to the Conversion Price shall be made pursuant to this subsection 6(c)(i).

  • Each holder of Series Preferred Stock shall, within fourteen (14) calendar days from the receipt of the Issuance Notice, provide written notice (the “Participation Response Notice”) to the Corporation that (i) such holder agrees to become a Participating Investor with respect to such Dilutive Financing upon the terms specified in the Issuance Notice, or (ii) such holder shall be a Non-participating Investor with respect to such Dilutive Financing.

  • If, during the Financing Period, a Dilutive Financing occurs or, in accordance with Section 2.06(3) is deemed to occur, and results, or is deemed to result, in the Current Shareholding falling below the Xxxxxxxxx Xxxxxxxxxxxx, Xxxxxxx shall, within five Business Days of Financial Close in respect of such Dilutive Financing, issue that number of Adjustment Consideration Shares to the Vendor as may be required to make the Current Shareholding equal to the Statutory Shareholding.

  • The rights and obligations of the Class B-1 Preferred Stock and Class C-1 Preferred Stock shall be identical to the Class B Preferred Stock or Class C Preferred Stock, as the case may be, except that the Conversion Price of the Class B-1 Preferred Stock and the Class C-1 Preferred Stock shall not be subject to adjustment pursuant to Section 4(d)(i) and (ii) either in connection with the Dilutive Financing or thereafter.


More Definitions of Dilutive Financing

Dilutive Financing means an equity financing of the corporation which satisfies all of the following: (i) the financing would result in a reduction of the Conversion Price for the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred or Series E. Preferred (as then in effect), (ii) the corporation and the holders of at least 67% of the outstanding shares of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred and Series E Preferred taken together as a single class have agreed to the dollar amount of securities ("Investment Amount") to be offered to all holders of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred and Series E Preferred in such Dilutive Financing, and (iii) each holder of Series A Preferred, Series B Preferred, Series C 17 18 Preferred, Series D Preferred and Series E Preferred has been given at least 10 days' prior written notice which sets forth the holder's Pro Rata Amount, offers to such holder an opportunity to purchase such holder's Pro Rata Amount of the equity securities to be sold by the corporation in such Dilutive Financing (such offer will not be deemed to have been made by the corporation to a holder if such holder accepts the offer in whole or in part and the corporation does not sell the offered securities to such holder for any reason whatsoever other than as a result of a default by such holder) and includes forms of all agreements that will be entered into in connection with such sale. Notwithstanding the first sentence of this subsection (o)(A)(i), in the event of a financing which would result in a reduction of the Conversion Price for the Series B Preferred but not the Series A Preferred, such financing will be deemed a "Dilutive Financing" with respect to the Series B Preferred, Series C Preferred, Series D Preferred and Series E Preferred only if the corporation and holders of 67% of the outstanding shares of Series B Preferred, Series C Preferred, Series D Preferred and Series E Preferred, voting together as a single class, agree to the Investment Amount to be offered to all holders of Series B Preferred, Series C Preferred, Series D Preferred and Series E Preferred in such financing and (iii) of the previous sentence has been satisfied. In addition, notwithstanding the first sentence of this subsection (o)(A)(i), in the event of a financing which would result in a reduction of the Conversion Price for the Series C Preferred but not the Series B Preferred, s...
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Dilutive Financing means the sale by the Corporation of shares of its Preferred Stock for the purpose of raising capital after the date of the filing of this Amendment at a price per share less than the Series E Original Issue Price in which shares are allocated by the Board of Directors of the Corporation to the holders of Series Preferred Stock.
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Dilutive Financing means any issuance or deemed issuance of Additional Shares of Common Stock after the Series A Original Issue Date for a consideration per share less than the applicable Conversion Price in effect on the date of and immediately prior to such sale.
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Dilutive Financing means an equity financing of the Corporation (i) which has been approved by a majority of the Board of Directors, (ii) which would result in the reduction of the Conversion Price (as then in effect) for a series of Preferred Stock and (iii) with respect to which each holder of Preferred Stock has been given at least twenty (20) days' prior written notice which sets forth such holder's Full Share of the total amount of equity securities to be sold by the Corporation in such Dilutive Financing and offers to such holder an opportunity to purchase such holder's Full Share.
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Dilutive Financing shall have the meaning set forth in Section 1.2.5(F)(4)(a).
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Dilutive Financing means the Company’s sale and issuance of Common Stock, or securities convertible or exercisable thereinto, in a transaction or series of related transactions in which the Company’s pre-money valuation is less than $30,000,000.
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Related to Dilutive Financing

  • Alternative Financing has the meaning set forth in Section 5.14(b).

  • Co-financing means the financing referred to in Section 7.02 (h) and specified in the Loan Agreement provided or to be provided for the Project by the Co-financier. If the Loan Agreement specifies more than one such financing, “Co-financing” refers separately to each of such financings.

  • Dilutive Issuance shall have the meaning set forth in Section 5(b).

  • Financing Transactions means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, (b) the borrowing of Loans hereunder and the use of the proceeds thereof and (c) the issuance, amendment or extension of Letters of Credit hereunder and the use of proceeds thereof.

  • Debt Financing has the meaning set forth in Section 5.7.

  • Equity Financing means the next sale (or series of related sales) by the Company of its Equity Securities to one or more third parties following the date of this instrument from which the Company receives gross proceeds of not less than $1,000,000 cash or cash equivalent (excluding the conversion of any instruments convertible into or exercisable or exchangeable for Capital Stock, such as SAFEs or convertible promissory notes) with the principal purpose of raising capital.

  • Bridge Financing means interim financing to cover Eligible Project Costs until DWSRF financing for the project is received from the State Water Board.

  • Refinancing Transactions means the issuance and sale of the Notes pursuant to the Offering Memorandum, the incurrence of indebtedness on or about the Issue Date pursuant to any Credit Agreement and/or the repricing, refinancing, amendment, restatement or supplement, in whole or in part, of any Credit Agreement and the redemption (including any satisfaction and discharge in connection therewith) of all of the Company’s outstanding 7.875% Senior Notes due 2019 and the payment of fees and expenses in connection therewith.

  • Dilutive Issuance Notice shall have the meaning set forth in Section 5(b).

  • Cash-Out Refinancing A Refinanced Mortgage Loan the proceeds of which were in excess of the principal balance of any existing first mortgage on the related Mortgaged Property and related closing costs, and were used to pay any such existing first mortgage, related closing costs and subordinate mortgages on the related Mortgaged Property.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Exit Financing means the financing under the Exit Facility.

  • Existing Financing means the financing arrangements that provided for a security interest granted by Company in the Aircraft and that were outstanding on August 3, 2020.

  • Concurrent Financing means the various third party financing arrangements the Company is executing pursuant to the agreements described on Schedule 2.1(c)(i) (the “Concurrent Financing”) separate and apart from the transactions contemplated by this Agreement.

  • New Financing has the meaning specified in Section 2.04(a).

  • Excluded Issuances means any issuance or sale (or deemed issuance or sale in accordance with Section 4(c)) by the Company after the Original Issue Date of: (a) shares of Common Stock issued upon the exercise of this Warrant; or (b) shares of Common Stock (as such number of shares is equitably adjusted for subsequent stock splits, stock combinations, stock dividends and recapitalizations) issued directly or upon the exercise of Options to directors, officers, employees, or consultants of the Company in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized by the Board and issued pursuant to the Company’s Amended and Restated 2018 Stock Incentive Plan (including all such shares of Common Stock and Options outstanding prior to the Original Issue Date), so long as the exercise price in respect of any Options is not less than the Fair Market Value of the Common Stock as of the date such Option is issued.

  • PIPE Financing has the meaning set forth in the recitals to this Agreement.

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

  • Subsequent Financing shall have the meaning ascribed to such term in Section 4.12(a).

  • Permitted Financing means (i) the Company’s issuance of Common Stock and warrants therefore in connection with a merger and/or acquisition or consolidation, (ii) the issuance of shares of Common Stock or warrants therefore in connection with strategic license agreements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans as they now exist, and (iv) the issuance of Common Stock upon the exercise or conversion of any securities outstanding on the date hereof.

  • Excluded Issuance means an issuance and sale of Qualified Capital Stock of Holdings, to the extent such Qualified Capital Stock is used, or the Net Cash Proceeds thereof shall be, within 45 days of the consummation of such issuance and sale, used, without duplication, to finance Capital Expenditures or one or more Permitted Acquisitions.

  • Next Equity Financing means the next sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale (or series of related sales)).

  • Principal Transaction means any transaction between the Sponsor, the Manager or any of their respective Affiliates, on the one hand, and the Company or one of its Subsidiaries, on the other hand.

  • Permitted Convertible Indebtedness Call Transaction means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.